EXHIBIT 99.13
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March 15, 2004
New Mountain Partners, L.P.
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
New Mountain Xxxxxxx Trust
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
Reference is made to the Shareholders' Agreement dated as of March
16, 2001 (the "Original Shareholders' Agreement"), by and among New Mountain
Partners, L.P. ("New Mountain") and MidOcean Capital Investors, L.P. (formerly
DB Capital Investors, L.P.) ("MidOcean"), as amended by the Amendment and
Joinder dated as of January 14, 2004 to, among other things, admit New
Mountain Xxxxxxx Trust (the "Trust") as a party to the Original Shareholders'
Agreement (as amended, the "Shareholders' Agreement"). Capitalized terms used
but not defined herein shall have the meanings ascribed to such terms in the
Shareholders' Agreement.
Section 5.16 of the Shareholders' Agreement provides that the
Shareholders' Agreement may be terminated at any time by the mutual consent of
all of the Investors thereto. MidOcean requests the consent of New Mountain
and the Trust to terminate the Shareholders' Agreement. By signing below, each
of New Mountain and the Trust agree that the Shareholders' Agreement shall
terminate and be of no further force or effect as of the date first written
above.
The laws of the State of New York shall govern the interpretation,
validity and performance of the terms of this letter, without regard to the
application of principles of conflicts of law. This letter may not be amended
or modified except by a writing executed by all of the parties hereto. This
letter may be executed in any number of counterparts, each of which shall be
deemed to be an original, but all such counterparts shall together constitute
one and the same letter agreement.
[Signature Page Follows]
March 15, 2004
Page 2
Very truly yours,
MIDOCEAN CAPITAL INVESTORS, L.P.
By: MidOcean Capital Partners, L.P.,
its general partner
By: Existing Fund GP, Ltd.,
its general partner
By: /s/ Xxxxxx Spring
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Name: Xxxxxx Spring
Title: Principal
Confirmed and agreed as of the date first written above:
NEW MOUNTAIN PARTNERS, L.P.
By: New Mountain Investments, L.P.,
its general partner
By: New Mountain GP, LLC,
its general partner
By: /s/ Xxxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Member
NEW MOUNTAIN XXXXXXX TRUST
By: Bank of America, N.A., as Trustee
By: /s/ XxXx Xxxxxxx
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Name: XxXx Xxxxxxx
Title: Vice President
